10-Q 1 dowdupont1q18033118.htm 10-Q Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______ to ________

Commission file number: 001-38196

DOWDUPONT INC.
(Exact name of registrant as specified in its charter)
Delaware
81-1224539
State or other jurisdiction of incorporation or organization
(I.R.S. Employer Identification No.)

c/o The Dow Chemical Company
 
c/o E. I. du Pont de Nemours and Company
2030 Dow Center, Midland, MI 48674
 
974 Centre Road, Wilmington, DE 19805
(989) 636-1000
 
(302) 774-1000
(Name, address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer
 
þ
 
Accelerated filer
 
¨
 
Non-accelerated filer
 
¨
(Do not check if a smaller reporting company)
Smaller reporting company
 
¨
 
 
 
 
 
Emerging growth company
 
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No

The registrant had 2,320,786,686 shares of common stock, $0.01 par value, outstanding at April 30, 2018.



DOWDUPONT INC.

QUARTERLY REPORT ON FORM 10-Q
For the quarterly period ended March 31, 2018

TABLE OF CONTENTS


PAGE
Item 1.
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
Item 4.
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 4.
Item 5.
Item 6.
 
 
 


2


DowDuPont Inc.

Throughout this Quarterly Report on Form 10-Q, except as otherwise noted by the context, the terms "Company" or "DowDuPont" used herein mean DowDuPont Inc. and its consolidated subsidiaries.

FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” and similar expressions and variations or negatives of these words.

On December 11, 2015, The Dow Chemical Company (“Dow”) and E. I. du Pont de Nemours and Company (“DuPont”) entered into an Agreement and Plan of Merger, as amended on March 31, 2017, (the “Merger Agreement”) under which the companies would combine in an all-stock merger of equals transaction (the “Merger”). Effective August 31, 2017, the Merger was completed and each of Dow and DuPont became subsidiaries of DowDuPont (Dow and DuPont, and their respective subsidiaries, collectively referred to as the "Subsidiaries").
Forward-looking statements by their nature address matters that are, to varying degrees, uncertain, including the intended separation, subject to approval of the Company’s Board of Directors and customary closing conditions, of DowDuPont’s agriculture, materials science and specialty products businesses in one or more tax-efficient transactions on anticipated terms (the “Intended Business Separations”). Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the Company’s control. Some of the important factors that could cause DowDuPont’s, Dow’s or DuPont’s actual results to differ materially from those projected in any such forward-looking statements include, but are not limited to: (i) costs to achieve and achieving the successful integration of the respective agriculture, materials science and specialty products businesses of Dow and DuPont, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, productivity actions, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the combined operations; (ii) costs to achieve and achievement of the anticipated synergies by the combined agriculture, materials science and specialty products businesses; (iii) risks associated with the Intended Business Separations, including conditions which could delay, prevent or otherwise adversely affect the proposed transactions, including possible issues or delays in obtaining required regulatory approvals or clearances related to the Intended Business Separations, associated costs, disruptions in the financial markets or other potential barriers; (iv) disruptions or business uncertainty, including from the Intended Business Separations, could adversely impact DowDuPont’s business (either directly or as conducted by and through Dow or DuPont), or financial performance and its ability to retain and hire key personnel; (v) uncertainty as to the long-term value of DowDuPont common stock; and (vi) risks to DowDuPont’s, Dow’s and DuPont’s business, operations and results of operations from: the availability of and fluctuations in the cost of feedstocks and energy; balance of supply and demand and the impact of balance on prices; failure to develop and market new products and optimally manage product life cycles; ability, cost and impact on business operations, including the supply chain, of responding to changes in market acceptance, rules, regulations and policies and failure to respond to such changes; outcome of significant litigation, environmental matters and other commitments and contingencies; failure to appropriately manage process safety and product stewardship issues; global economic and capital market conditions, including the continued availability of capital and financing, as well as inflation, interest and currency exchange rates; changes in political conditions, including trade disputes and retaliatory actions; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and patterns which could result in a significant operational event for the Company, adversely impact demand or production; ability to discover, develop and protect new technologies and to protect and enforce the Company’s intellectual property rights; failure to effectively manage acquisitions, divestitures, alliances, joint ventures and other portfolio changes; unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks are and will be more fully discussed in the current, quarterly and annual reports filed with the U.S. Securities and Exchange Commission by DowDuPont. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DowDuPont’s, Dow’s or DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. None of DowDuPont, Dow or DuPont assumes any obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. A detailed discussion of some of the significant risks and uncertainties

3


which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” (Part I, Item 1A) of DowDuPont’s 2017 Annual Report on Form 10-K.





4


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
DowDuPont Inc.
Consolidated Statements of Income

 
Three Months Ended
In millions, except per share amounts (Unaudited)
Mar 31, 2018
Mar 31, 2017
Net sales
$
21,510

$
13,230

Cost of sales
16,315

10,194

Research and development expenses
768

419

Selling, general and administrative expenses
1,714

759

Amortization of intangibles
474

155

Restructuring and asset related charges (credits) - net
262

(1
)
Integration and separation costs
457

109

Equity in earnings of nonconsolidated affiliates
257

196

Sundry income (expense) - net
115

(444
)
Interest expense and amortization of debt discount
350

219

Income from continuing operations before income taxes
1,542

1,128

Provision for income taxes on continuing operations
389

213

Income from continuing operations, net of tax
1,153

915

Loss from discontinued operations, net of tax
(5
)

Net income
1,148

915

Net income attributable to noncontrolling interests
44

27

Net income available for DowDuPont Inc. common stockholders
$
1,104

$
888

 
 
 
 
 
 
Per common share data:
 
 
Earnings per common share from continuing operations - basic
$
0.47

$
0.74

Loss per common share from discontinued operations - basic


Earnings per common share - basic
$
0.47

$
0.74

Earnings per common share from continuing operations - diluted
$
0.47

$
0.72

Loss per common share from discontinued operations - diluted


Earnings per common share - diluted
$
0.47

$
0.72

 
 
 
Dividends declared per share of common stock
$
0.38

$
0.46

Weighted-average common shares outstanding - basic
2,317.0

1,202.5

Weighted-average common shares outstanding - diluted
2,334.3

1,222.1

 
 
 
Depreciation
$
953

$
578

Capital expenditures
$
776

$
754

See Notes to the Consolidated Financial Statements.

5

DowDuPont Inc.
Consolidated Statements of Comprehensive Income

 
Three Months Ended
In millions (Unaudited)
Mar 31, 2018
Mar 31, 2017
Net income
$
1,148

$
915

Other comprehensive income (loss), net of tax


Unrealized gains (losses) on investments
(25
)
17

Cumulative translation adjustments
1,333

239

Pension and other postretirement benefit plans
130

102

Derivative instruments
17

(50
)
Total other comprehensive income
1,455

308

Comprehensive income
2,603

1,223

Comprehensive income attributable to noncontrolling interests, net of tax
38

53

Comprehensive income attributable to DowDuPont Inc.
$
2,565

$
1,170

See Notes to the Consolidated Financial Statements.

6

DowDuPont Inc.
Consolidated Balance Sheets

In millions, except per share amounts (Unaudited)
Mar 31, 2018
Dec 31, 2017
Assets
 
 
Current Assets
 
 
Cash and cash equivalents (variable interest entities restricted - 2018: $140; 2017: $107)
$
10,281

$
13,438

Marketable securities
257

956

Accounts and notes receivable:


  Trade (net of allowance for doubtful receivables - 2018: $171; 2017: $127)
14,378

11,314

  Other
5,410

5,579

Inventories
17,457

16,992

Other current assets
1,950

1,614

Total current assets
49,733

49,893

Investments


Investment in nonconsolidated affiliates
5,182

5,336

Other investments (investments carried at fair value - 2018: $1,697; 2017: $1,512)
2,633

2,564

Noncurrent receivables
692

680

Total investments
8,507

8,580

Property


Property
74,329

73,304

Less accumulated depreciation
38,253

37,057

Net property (variable interest entities restricted - 2018: $869; 2017: $907)
36,076

36,247

Other Assets


Goodwill
60,493

59,527

Other intangible assets (net of accumulated amortization - 2018: $6,024; 2017: $5,550)
32,966

33,274

Deferred income tax assets
1,754

1,869

Deferred charges and other assets
2,912

2,774

Total other assets
98,125

97,444

Total Assets
$
192,441

$
192,164

Liabilities and Equity
 
 
Current Liabilities
 
 
Notes payable
$
2,411

$
1,948

Long-term debt due within one year
2,707

2,067

Accounts payable:


  Trade
8,754

9,134

  Other
4,376

3,727

Income taxes payable
889

843

Accrued and other current liabilities
7,480

8,409

Total current liabilities
26,617

26,128

Long-Term Debt (variable interest entities nonrecourse - 2018: $225; 2017: $249)
29,343

30,056

Other Noncurrent Liabilities


Deferred income tax liabilities
6,113

6,266

Pension and other postretirement benefits - noncurrent
18,225

18,581

Asbestos-related liabilities - noncurrent
1,207

1,237

Other noncurrent obligations
8,012

7,969

Total other noncurrent liabilities
33,557

34,053

Stockholders' Equity


Common stock (authorized 5,000,000,000 shares of $0.01 par value each;
issued 2018: 2,348,787,059 shares; 2017: 2,341,455,518 shares)
23

23

Additional paid-in capital
81,518

81,257

Retained earnings
29,366

29,211

Accumulated other comprehensive loss
(7,497
)
(8,972
)
Unearned ESOP shares
(150
)
(189
)
Treasury stock at cost (2018: 28,241,499 shares; 2017: 14,123,049 shares)
(2,000
)
(1,000
)
DowDuPont's stockholders' equity
101,260

100,330

Noncontrolling interests
1,664

1,597

Total equity
102,924

101,927

Total Liabilities and Equity
$
192,441

$
192,164

See Notes to the Consolidated Financial Statements.

7

DowDuPont Inc.
Consolidated Statements of Cash Flows

 
Three Months Ended
In millions (Unaudited)
Mar 31, 2018
Mar 31, 2017
Operating Activities
 
 
Net income
$
1,148

$
915

Adjustments to reconcile net income to net cash used for operating activities:
 
 
Depreciation and amortization
1,484

778

Credit for deferred income tax
(33
)
(95
)
Earnings of nonconsolidated affiliates less than dividends received
374

212

Net periodic pension benefit cost
31

112

Pension contributions
(378
)
(302
)
Net gain on sales of assets, businesses and investments
(35
)
(17
)
Restructuring and asset related charges (credits) - net
262

(1
)
Amortization of Merger-related inventory step-up
703


Other net loss
269

141

Changes in assets and liabilities, net of effects of acquired and divested companies:
 
 
Accounts and notes receivable
(3,143
)
(1,327
)
Inventories
(1,170
)
(847
)
Accounts payable
405

483

Other assets and liabilities, net
(2,054
)
(128
)
Cash used for operating activities
(2,137
)
(76
)
Investing Activities
 
 
Capital expenditures
(776
)
(754
)
Investment in gas field developments
(28
)
(38
)
Proceeds from sales of property and businesses, net of cash divested
33

96

Investments in and loans to nonconsolidated affiliates

(245
)
Proceeds from sale of ownership interests in nonconsolidated affiliates

30

Purchases of investments
(758
)
(129
)
Proceeds from sales and maturities of investments
1,376

136

Proceeds from interests in trade accounts receivable conduits
445

551

Other investing activities, net
(2
)

Cash provided by (used for) investing activities
290

(353
)
Financing Activities
 
 
Changes in short-term notes payable
196

136

Proceeds from issuance of long-term debt
253


Payments on long-term debt
(85
)
(38
)
Purchases of treasury stock
(1,000
)

Proceeds from issuance of company stock
108


Proceeds from sales of common stock

282

Employee taxes paid for share-based payment arrangements
(103
)
(84
)
Contingent payment for acquisition of businesses

(26
)
Distributions to noncontrolling interests
(27
)
(21
)
Dividends paid to stockholders
(880
)
(506
)
Other financing activities, net
(5
)

Cash used for financing activities
(1,543
)
(257
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
208

56

Summary
 
 
Decrease in cash, cash equivalents and restricted cash
(3,182
)
(630
)
Cash, cash equivalents and restricted cash at beginning of period
14,015

6,624

Cash, cash equivalents and restricted cash at end of period
$
10,833

$
5,994

See Notes to the Consolidated Financial Statements.

8

DowDuPont Inc.
Consolidated Statements of Equity


In millions, except per share amounts (Unaudited)
Common Stock
Add'l Paid in Capital
Retained Earnings
Accum Other Comp Loss
Unearned ESOP
Treasury Stock
Non-controlling Interests
Total Equity
2017
 
 
 
 
 
 
 
 
Balance at Dec 31, 2016
$
3,107

$
4,262

$
30,338

$
(9,822
)
$
(239
)
$
(1,659
)
$
1,242

$
27,229

Net income available for DowDuPont Inc. common stockholders


888





888

Other comprehensive income



308




308

Dividends ($0.46 per common share)


(557
)




(557
)
Common stock issued/sold

282




533


815

Stock-based compensation and allocation of ESOP shares

(407
)


36



(371
)
Impact of noncontrolling interests






32

32

Other


(10
)




(10
)
Balance at Mar 31, 2017
$
3,107

$
4,137

$
30,659

$
(9,514
)
$
(203
)
$
(1,126
)
$
1,274

$
28,334

2018
 
 
 
 
 
 
 
 
Balance at Dec 31, 2017
$
23

$
81,257

$
29,211

$
(8,972
)
$
(189
)
$
(1,000
)
$
1,597

$
101,927

Adoption of accounting standards (Note 1)


(61
)
20




(41
)
Net income available for DowDuPont Inc. common stockholders


1,104





1,104

Other comprehensive income



1,455




1,455

Dividends ($0.38 per common share)


(880
)




(880
)
Common stock issued/sold

108






108

Stock-based compensation and allocation of ESOP shares

153



39



192

Impact of noncontrolling interests






67

67

Treasury stock purchases





(1,000
)

(1,000
)
Other


(8
)




(8
)
Balance at Mar 31, 2018
$
23

$
81,518

$
29,366

$
(7,497
)
$
(150
)
$
(2,000
)
$
1,664

$
102,924

See Notes to the Consolidated Financial Statements.


9


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents



NOTE 1 - CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation
Effective August 31, 2017, pursuant to the merger of equals transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2015, as amended on March 31, 2017 ("Merger Agreement"), The Dow Chemical Company ("Dow") and E. I. du Pont de Nemours and Company ("DuPont") each merged with subsidiaries of DowDuPont Inc. ("DowDuPont" or the "Company") and, as a result, Dow and DuPont became subsidiaries of DowDuPont (the "Merger"). Prior to the Merger, DowDuPont did not conduct any business activities other than those required for its formation and matters contemplated by the Merger Agreement. Dow was determined to be the accounting acquirer in the Merger. As a result, the historical financial statements of Dow for periods prior to the Merger are considered to be the historical financial statements of DowDuPont.

The unaudited interim consolidated financial statements of DowDuPont and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Except as otherwise indicated by the context, the term "Dow" includes Dow and its consolidated subsidiaries, "DuPont" includes DuPont and its consolidated subsidiaries, "Union Carbide" means Union Carbide Corporation, a wholly owned subsidiary of Dow, and "Dow Silicones" means Dow Silicones Corporation (formerly known as Dow Corning Corporation, which changed its name effective as of February 1, 2018), a wholly owned subsidiary of Dow.

Changes to Prior Period Consolidated Financial Statements
As a result of the Merger, certain reclassifications of prior period amounts have been made to improve comparability and conform with the current period presentation. Presentation changes were made to the consolidated statements of income, consolidated statements of cash flows and consolidated statements of equity. In addition, certain reclassifications of prior period data have been made in the Notes to the Consolidated Financial Statements to conform with the current period presentation.


10


In the first quarter of 2018, the Company adopted new accounting standards that required retrospective application. The Company updated the consolidated statements of income as a result of adopting Accounting Standards Update ("ASU") 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." The consolidated statements of cash flows were updated as a result of adopting ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" and ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash." See Note 2 for additional information.

Changes to the consolidated financial statements as a result of the Merger and the retrospective application of the new accounting standards are summarized as follows:

Summary of Changes to the Consolidated Statements of Income
Three Months Ended Mar 31, 2017
In millions
As Filed
Merger Reclass 1
ASU Impact 2
Updated
Cost of sales
$
10,197

$

$
(3
)
$
10,194

Research and development expenses
$
416

$

$
3

$
419

Selling, general and administrative expenses
$
867

$
(109
)
$
1

$
759

Integration and separation costs
$

$
109

$

$
109

Sundry income (expense) - net
$
(470
)
$
25

$
1

$
(444
)
Interest income
$
25

$
(25
)
$

$

1.
Costs associated with integration and separation activities are now separately reported as “Integration and separation costs” and were reclassified from “Selling, general and administrative expenses.” In addition, “Interest income” was reclassified to “Sundry income (expense) - net.”
2.
Reflects changes resulting from the adoption of ASU 2017-07. See Note 2 for additional information.

Summary of Changes to the Consolidated Statements of Cash Flows
Three Months Ended Mar 31, 2017
In millions
As Filed
Merger Reclass
ASU Impact 1
Updated
Operating Activities
 
 
 
 
Net periodic pension benefit cost
$

$
112

$

$
112

Net gain on sales of assets, businesses and investments
$

$
(17
)
$

$
(17
)
Net gain on sales of investments
$
(12
)
$
12

$

$

Net gain on sales of property, businesses and consolidated companies
$
(8
)
$
8

$

$

Net loss on sale of ownership interests in nonconsolidated affiliates
$
3

$
(3
)
$

$

Other net loss
$
33

$
108

$

$
141

Proceeds from interests in trade accounts receivable conduits
$
114

$

$
(114
)
$

Accounts and notes receivable
$
(890
)
$

$
(437
)
$
(1,327
)
Accounts payable
$
322

$
161

$

$
483

Other assets and liabilities, net
$
254

$
(381
)
$
(1
)
$
(128
)
Cash provided by (used for) operating activities
$
476

$

$
(552
)
$
(76
)
Investing Activities








Payment into escrow account
$
(130
)
$

$
130

$

Acquisitions of property, businesses and consolidated companies, net of cash acquired
$
(26
)
$

$
26

$

Proceeds from interests in trade accounts receivable conduits
$

$

$
551

$
551

Cash used for investing activities
$
(1,060
)
$

$
707

$
(353
)
Financing Activities








Contingent payment for acquisition of businesses
$

$

$
(26
)
$
(26
)
Cash used for financing activities
$
(231
)
$

$
(26
)
$
(257
)
Summary








Decrease in cash, cash equivalents and restricted cash
$
(759
)
$

$
129

$
(630
)
Cash, cash equivalents and restricted cash at beginning of period
$
6,607

$

$
17

$
6,624

Cash, cash equivalents and restricted cash at end of period
$
5,848

$

$
146

$
5,994

1.
Reflects the adoption of ASU 2016-15 and ASU 2016-18. See Note 2 for additional information. In connection with the review and implementation of ASU 2016-15, the Company also changed the prior year value of “Proceeds from interests in trade accounts receivable conduits” due to additional interpretive guidance of the required method for calculating the cash received from beneficial interests in the conduits.


11


Summary of Changes to the Consolidated Statements of Equity
Three Months Ended Mar 31, 2017
In millions
As Filed
Merger Reclass
Updated
Dividend equivalents on participating securities
$
(10
)
$
10

$

Other
$

$
(10
)
$
(10
)

Changes to the January 1, 2018 Consolidated Balance Sheet
In the first quarter of 2018, the Company adopted ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" and the associated ASUs (collectively, "Topic 606"), ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities" and ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." See Note 2 for additional information on these ASUs. The cumulative effect of changes made to the Company's January 1, 2018, consolidated balance sheet as a result of the adoption of these accounting standards is summarized in the following table:

Summary of Changes to the Consolidated Balance Sheet
Dec 31, 2017
Adjustments due to:
Jan 1, 2018
In millions
As Filed
Topic 606
ASU 2016-01
ASU 2016-16
Updated
Assets
 
 
 
 
 
Accounts and notes receivable - Trade
$
11,314

$
87

$

$

$
11,401

Accounts and notes receivable - Other
$
5,579

$
(22
)
$

$

$
5,557

Inventories
$
16,992

$
(64
)
$

$

$
16,928

Other current assets
$
1,614

$
144

$

$
31

$
1,789

Total current assets
$
49,893

$
145

$

$
31

$
50,069

Deferred income tax assets
$
1,869

$
26

$

$
10

$
1,905

Deferred charges and other assets
$
2,774

$
43

$

$

$
2,817

Total other assets
$
97,444

$
69

$

$
10

$
97,523

Total Assets
$
192,164

$
214

$

$
41

$
192,419

Liabilities
 
 
 
 
 
Accounts payable - Trade
$
9,134

$
(3
)
$

$

$
9,131

Accounts payable - Other
$
3,727

$
10

$

$

$
3,737

Income taxes payable
$
843

$
(2
)
$

$

$
841

Accrued and other current liabilities
$
8,409

$
171

$

$

$
8,580

Total current liabilities
$
26,128

$
176

$

$

$
26,304

Deferred income tax liabilities
$
6,266

$
3

$

$

$
6,269

Other noncurrent obligations
$
7,969

$
117

$

$

$
8,086

Total other noncurrent liabilities
$
34,053

$
120

$

$

$
34,173

Stockholders' Equity
 
 
 
 
 
Retained earnings
$
29,211

$
(82
)
$
(20
)
$
41

$
29,150

Accumulated other comprehensive loss
$
(8,972
)
$

$
20

$

$
(8,952
)
DowDuPont's stockholders' equity
$
100,330

$
(82
)
$

$
41

$
100,289

Total equity
$
101,927

$
(82
)
$

$
41

$
101,886

Total Liabilities and Equity
$
192,164

$
214

$

$
41

$
192,419


The most significant changes as a result of adopting Topic 606 relate to the reclassification of the Company's return assets and refund liabilities in the Agriculture segment in the consolidated balance sheets. Under previous guidance, the Company accrued the amount of expected product returns as a reduction of "Accounts and notes receivable - Trade" with the value associated with the expected returns recorded in "Inventories" in the consolidated balance sheets. Under Topic 606, the Company now records the amount of expected product returns as refund liabilities, included in "Accrued and other current liabilities" and the products expected to be recovered as return assets, included in "Other current assets" in the consolidated balance sheets. The reclassification of return assets and refund liabilities were $61 million and $119 million, respectively, at January 1, 2018. In addition, deferred revenue, included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets, increased as certain performance obligations, which were previously recognized over time and related to the licensing of certain rights to patents and technology, as well as other performance obligations, are now recognized at a point in time as none of the three criteria for 'over time' recognition under Topic 606 are met.

12


Current Period Impact of Topic 606
The following table summarizes the effects of adopting Topic 606 on the Company's consolidated balance sheets, which was applied prospectively to contracts not completed at January 1, 2018. The effects of adopting Topic 606 did not have a material impact on the consolidated statements of income and the consolidated statements of cash flows.

Summary of Impacts to the Consolidated Balance Sheets



As Reported at Mar 31, 2018
Adjustments
Balance at Mar 31, 2018 Without Adoption of Topic 606
In millions
Assets
 
 
 
Accounts and notes receivable - Trade
$
14,378

$
(265
)
$
14,113

Accounts and notes receivable - Other
$
5,410

$
60

$
5,470

Inventories
$
17,457

$
141

$
17,598

Other current assets
$
1,950

$
(211
)
$
1,739

Total current assets
$
49,733

$
(275
)
$
49,458

Deferred income tax assets
$
1,754

$
(28
)
$
1,726

Deferred charges and other assets
$
2,912

$
(43
)
$
2,869

Total other assets
$
98,125

$
(71
)
$
98,054

Total Assets
$
192,441

$
(346
)
$
192,095

Liabilities
 
 
 
Accounts payable - Other
$
4,376

$
(10
)
$
4,366

Income taxes payable
$
889

$
2

$
891

Accrued and other current liabilities
$
7,480

$
(292
)
$
7,188

Total current liabilities
$
26,617

$
(300
)
$
26,317

Other noncurrent obligations
$
8,012

$
(120
)
$
7,892

Deferred income tax liabilities
$
6,113

$
(2
)
$
6,111

Total other noncurrent liabilities
$
33,557

$
(122
)
$
33,435

Stockholders' Equity
 
 
 
Retained earnings
$
29,366

$
76

$
29,442

DowDuPont's stockholders' equity
$
101,260

$
76

$
101,336

Total equity
$
102,924

$
76

$
103,000

Total Liabilities and Equity
$
192,441

$
(346
)
$
192,095


Significant Accounting Policy Update
The Company's significant accounting policy for revenue was updated as a result of the adoption of Topic 606:

Revenue
The Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 4 for additional information on revenue recognition.

Revenue related to Dow's insurance operations includes third-party insurance premiums, which are earned over the terms of the related insurance policies and reinsurance contracts.



13


NOTE 2 - RECENT ACCOUNTING GUIDANCE
Recently Adopted Accounting Guidance
In the first quarter of 2018, the Company adopted ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)," which is the new comprehensive revenue recognition standard that supersedes the revenue recognition requirements in Topic 605, "Revenue Recognition," and most industry specific guidance. The standard's core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In 2015 and 2016, the Financial Accounting Standards Board ("FASB") issued additional ASUs related to Topic 606 that delayed the effective date of the guidance and clarified various aspects of the new revenue guidance, including principal versus agent considerations, identification of performance obligations, and accounting for licenses, and included other improvements and practical expedients. The new guidance was effective for annual and interim periods beginning after December 15, 2017. The Company elected to adopt the new guidance using the modified retrospective transition method for all contracts not completed as of the date of adoption. The Company recognized the cumulative effect of applying the new revenue standard as an adjustment to the opening balance of retained earnings at the beginning of the first quarter of 2018. The comparative periods have not been restated and continue to be accounted for under Topic 605. The adoption of the new guidance did not have a material impact on the consolidated financial statements. See Notes 1 and 4 for additional disclosures regarding the Company's contracts with customers as well as the impact of adopting Topic 606.

In the first quarter of 2018, the Company adopted ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company applied the amendments in the new guidance by means of a cumulative-effect adjustment to the opening balance of retained earnings at the beginning of the first quarter of 2018. The adoption of the new guidance did not have a material impact on the consolidated financial statements. See Notes 1 and 18 for additional information.

In the first quarter of 2018, the Company adopted ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments," which addresses diversity in practice in how certain cash receipts and cash payments are presented and classified in the statements of cash flows and addresses eight specific cash flow issues. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A key provision in the new guidance impacted the presentation of interests in certain trade accounts receivable conduits, which were retrospectively reclassified from "Operating Activities" to "Investing Activities" in the consolidated statements of cash flows. See Note 1 for additional information.

In the first quarter of 2018, the Company adopted ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory," which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments were effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The new guidance was applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at the beginning of the first quarter of 2018. The adoption of this guidance did not have a material impact on the consolidated financial statements. See Note 1 for additional information.

In the first quarter of 2018, the Company adopted ASU 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash," which clarifies how entities should present restricted cash and restricted cash equivalents in the statements of cash flows, and as a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statements of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The new guidance changed the presentation of restricted cash in the consolidated statements of cash flows and was implemented on a retrospective basis in the first quarter of 2018. See Notes 1 and 6 for additional information.

In the first quarter of 2018, the Company adopted ASU 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business," which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The guidance requires an entity to evaluate if substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively the "set") is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs,

14


as defined by the ASU. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied prospectively. The Company will apply the new guidance to all applicable transactions after the adoption date.

In the first quarter of 2018, the Company adopted ASU 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost," which amends the requirements related to the income statement presentation of the components of net periodic benefit cost for employer sponsored defined benefit pension and other postretirement benefit plans. Under the new guidance, an entity must disaggregate and present the service cost component of net periodic benefit cost in the same income statement line items as other employee compensation costs arising from services rendered during the period, and only the service cost component will be eligible for capitalization. Other components of net periodic benefit cost must be presented separately from the line items that includes the service cost. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Entities were required to use a retrospective transition method to adopt the requirement for separate income statement presentation of the service cost and other components, and a prospective transition method to adopt the requirement to limit the capitalization of benefit cost to the service component. Accordingly, in the first quarter of 2018, the Company used a retrospective transition method to reclassify net periodic benefit cost, other than the service component, from "Cost of sales," "Research and development expenses" and "Selling, general and administrative expenses" to "Sundry income (expense) - net" in the consolidated statements of income. See Note 1 for additional information.

Accounting Guidance Issued But Not Adopted at March 31, 2018
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance requires that a lessee recognize assets and liabilities for leases with lease terms of more than twelve months and recognition, presentation and measurement in the financial statements will depend on its classification as a finance or operating lease. In addition, the new guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. Lessor accounting remains largely unchanged from current U.S. GAAP but does contain some targeted improvements to align with the new revenue recognition guidance issued in 2014. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, using a modified retrospective approach, and early adoption is permitted. The Company has a team in place to evaluate the new guidance, is in the process of implementing software solutions and is facilitating the development of business processes and controls around leases to meet the new accounting and disclosure requirements upon adoption in the first quarter of 2019.

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," which amends the hedge accounting recognition and presentation under Accounting Standards Codification ("ASC") 815, with the objectives of improving the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities and simplifying the application of hedge accounting by preparers. The new standard expands the strategies eligible for hedge accounting, relaxes the timing requirements of hedge documentation and effectiveness assessments, and permits, in certain cases, the use of qualitative assessments on an ongoing basis to assess hedge effectiveness. The new guidance also requires new disclosures and presentation. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted in any interim or annual period after issuance of the ASU. Entities must adopt the new guidance by applying a modified retrospective approach to hedging relationships existing as of the adoption date. The Company will early adopt the new guidance in the second quarter of 2018 and there will not be a material impact on the consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income," which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017, which was enacted on December 22, 2017, and requires certain disclosures about stranded tax effects. An entity has the option of applying the new guidance at the beginning of the period of adoption or retrospectively to each period (or periods) in which the tax effects related to items remaining in accumulated other comprehensive income are recognized. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, and early adoption is permitted, including adoption in an interim period for reporting periods for which financial statements have not yet been issued. The Company is currently evaluating the impact of adopting this guidance.



15


NOTE 3 - BUSINESS COMBINATIONS
Merger of Equals of Dow and DuPont
At the effective time of the Merger, each share of common stock, par value $2.50 per share, of Dow ("Dow Common Stock") (excluding any shares of Dow Common Stock that were held in treasury immediately prior to the effective time of the Merger, which were automatically canceled and retired for no consideration) was converted into the right to receive one fully paid and non-assessable share of common stock, par value $0.01 per share, of DowDuPont ("DowDuPont Common Stock"). Upon completion of the Merger, (i) each share of common stock, par value $0.30 per share, of DuPont (“DuPont Common Stock”) (excluding any shares of DuPont Common Stock that were held in treasury immediately prior to the effective time of the Merger, which were automatically canceled and retired for no consideration) was converted into the right to receive 1.2820 fully paid and non-assessable shares of DowDuPont Common Stock, in addition to cash in lieu of any fractional shares of DowDuPont Common Stock, and (ii) each share of DuPont Preferred Stock $4.50 Series and DuPont Preferred Stock $3.50 Series (collectively, the “DuPont Preferred Stock”) issued and outstanding immediately prior to the effective time of the Merger remains issued and outstanding and was unaffected by the Merger.

As provided in the Merger Agreement, at the effective time of the Merger, Dow stock options and other equity awards were generally automatically converted into stock options and equity awards with respect to DowDuPont Common Stock and DuPont stock options and other equity awards, after giving effect to the exchange ratio, were converted into stock options and equity awards with respect to DowDuPont Common Stock, and otherwise generally on the same terms and conditions under the applicable plans and award agreements immediately prior to the effective time of the Merger.

DowDuPont intends to pursue, subject to certain customary conditions, including, among others, the effectiveness of registration statements filed with the Securities and Exchange Commission and approval by the Board of Directors of DowDuPont, the separation of the combined Company's agriculture, materials science and specialty products businesses through one or more tax-efficient transactions ("Intended Business Separations").

Preliminary Allocation of Purchase Price
Based on an evaluation of the provisions of ASC 805, "Business Combinations" ("ASC 805"), Dow was determined to be the accounting acquirer in the Merger. DowDuPont has applied the acquisition method of accounting with respect to the assets and liabilities of DuPont, which have been measured at fair value as of the date of the Merger.

DuPont's assets and liabilities were measured at estimated fair values at August 31, 2017, primarily using Level 3 inputs. Estimates of fair value represent management's best estimate and require a complex series of judgments about future events and uncertainties. Third-party valuation specialists were engaged to assist in the valuation of these assets and liabilities.

The total fair value of consideration transferred for the Merger was $74,680 million. Total consideration is comprised of the equity value of the DowDuPont shares at August 31, 2017, that were issued in exchange for DuPont shares, the cash value for fractional shares, and the portion of DuPont's share awards and share options earned at August 31, 2017. The following table summarizes the fair value of consideration exchanged as a result of the Merger:

Merger Consideration
In millions (except exchange ratio)
 
DuPont Common Stock outstanding at Aug 31, 2017
868.3

DuPont exchange ratio
1.2820

DowDuPont Common Stock issued in exchange for DuPont Common Stock
1,113.2

Fair value of DowDuPont Common Stock issued 1
$
74,195

Fair value of DowDuPont equity awards issued in exchange for outstanding DuPont equity awards 2
485

Total consideration
$
74,680

1.
Amount was determined based on the price per share of Dow Common Stock of $66.65 on August 31, 2017.
2.
Represents the fair value of replacement awards issued for DuPont's equity awards outstanding immediately before the Merger and attributable to the service periods prior to the Merger. The previous DuPont equity awards were converted into the right to receive 1.2820 shares of DowDuPont Common Stock.

The acquisition method of accounting requires, among other things, that identifiable assets acquired and liabilities assumed be recognized on the balance sheet at their respective fair value as of the acquisition date. In determining the fair value, DowDuPont utilized various forms of the income, cost and market approaches depending on the asset or liability being fair valued. The estimation of fair value required significant judgments related to future net cash flows (including net sales, cost of products sold, selling and marketing costs, and working capital/contributory asset charges), discount rates reflecting the risk inherent in each cash flow

16


stream, competitive trends, market comparables and other factors. Inputs were generally determined by taking into account historical data, supplemented by current and anticipated market conditions, and growth rates.

The table below presents the preliminary fair value that was allocated to DuPont's assets and liabilities based upon fair values as determined by DowDuPont. The valuation process to determine the fair values is not yet complete. The Company estimated the preliminary fair value of acquired assets and liabilities as of the effective time of the Merger based on information currently available and continues to adjust those estimates upon refinement of market participant assumptions for integrating businesses, finalization of tax returns in the pre-merger period and application of push-down accounting at the subsidiary level. In the first quarter of 2018, DowDuPont made measurement period adjustments to reflect facts and circumstances in existence as of the effective time of the Merger. These adjustments primarily included a $282 million increase in goodwill, a $98 million decrease in property, an $80 million decrease in indefinite-lived trademarks and tradenames and customer-related assets, a $56 million increase in noncontrolling interests, a $28 million decrease in investments in nonconsolidated affiliates and a $16 million decrease in assets held for sale. The preliminary fair values are substantially complete with the exception of identifiable other intangible assets, property, income taxes and goodwill. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period, but no later than one year from the date of the Merger. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments to the values presented in the following table:

DuPont Assets Acquired and Liabilities Assumed on Aug 31, 2017
Estimated fair value adjusted
In millions
Fair Value of Assets Acquired
 
Cash and cash equivalents
$
4,005

Marketable securities
2,849

Accounts and notes receivable - Trade
6,199

Accounts and notes receivable - Other
1,648

Inventories
8,807

Other current assets
360

Assets held for sale
3,732

Investment in nonconsolidated affiliates
1,626

Other investments
50

Noncurrent receivables
84

Property
11,843

Goodwill
45,387

Other intangible assets
27,141

Deferred income tax assets
284

Deferred charges and other assets
1,942

Total Assets
$
115,957

Fair Value of Liabilities Assumed
 
Notes payable
$
4,046

Long-term debt due within one year
1,273

Accounts payable - Trade
2,346

Accounts payable - Other
939

Income taxes payable
261

Accrued and other current liabilities
3,517

Liabilities held for sale
125

Long-term debt
9,878

Deferred income tax liabilities
8,419

Pension and other postretirement benefits - noncurrent
8,056

Other noncurrent obligations
1,944

Total Liabilities
$
40,804

Noncontrolling interests
473

Net Assets (Consideration for the Merger)
$
74,680



17


Integration and Separation Costs
Integration and separation costs have been and are expected to be significant. The Company incurred "Integration and separation costs," reflected in "Income from continuing operations before income taxes" in the consolidated statements of income, of $457 million and $109 million for the three months ended March 31, 2018 and 2017, respectively. These costs to date primarily consisted of financial advisory, information technology, legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of activities related to the Merger, post-merger integration and separation, and ownership restructure of Dow Silicones. While the Company assumed that a certain level of expenses would be incurred, there are many factors that could affect the total amount or the timing of these expenses, and many of the expenses that will be incurred are, by their nature, difficult to estimate.

H&N Business
On March 31, 2017, DuPont entered into a definitive agreement (the "FMC Transaction Agreement") with FMC Corporation ("FMC") for FMC to acquire the assets related to DuPont's crop protection business and research and development organization (the "Divested Ag Business") that DuPont was required to divest in order to obtain European Commission approval of the Merger Transaction. In addition, under the FMC Transaction Agreement, DuPont agreed to acquire certain assets relating to FMC’s Health and Nutrition segment, excluding its Omega-3 products (the "H&N Business") (the sale of the Divested Ag Business and acquisition of the H&N Business referred to collectively as the "FMC Transactions").

On November 1, 2017, DuPont completed the FMC Transactions through the acquisition of the H&N Business and the divestiture of the Divested Ag Business. The acquisition is being integrated into the Nutrition & Biosciences segment to enhance the Company’s position as a leading provider of sustainable, bio-based food ingredients and allow for expanded capabilities in the pharma excipients space. DuPont accounted for the acquisition in accordance with ASC 805, which requires the assets acquired and liabilities assumed to be recognized on the balance sheet at their fair values as of the acquisition date. The purchase accounting and purchase price allocation for the H&N Business are substantially complete. However, the Company continues to refine the preliminary valuation of certain acquired assets, such as intangible assets, deferred income taxes and property, which could impact the amount of residual goodwill recorded. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the date of the acquisition. The preliminary fair value allocated to the assets acquired and liabilities assumed for the H&N Business at November 1, 2017 was $1,970 million. There were no material updates to the purchase accounting and purchase price allocation for the three months ended March 31, 2018. For additional information regarding the acquisition of the H&N Business, see Note 3 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. 


NOTE 4 - REVENUE
Revenue Recognition
The majority of the Company's revenue is derived from product sales. In the first quarter of 2018, 98 percent of the Company's sales related to product sales (98 percent in the first quarter of 2017). The remaining 2 percent was primarily related to Dow's insurance operations and licensing of patents and technologies. As of January 1, 2018, the Company accounts for revenue in accordance with Topic 606, except for revenue from Dow's insurance operations, which is accounted for in accordance with Topic 944, "Financial Services - Insurance."

Product Sales
Product sales consist of sales of the Company's products to manufacturers, distributors and farmers. The Company considers order confirmations or purchase orders, which in some cases are governed by master supply agreements, to be contracts with a customer. Product sale contracts are generally short-term contracts where the time between order confirmation and satisfaction of all performance obligations is less than one year. However, the Company has some long-term contracts which can span multiple years.

Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, usually upon shipment, with payment terms typically in the range of 30 to 60 days after invoicing depending on business and geographic region, with the exception of the Agriculture segment, where payment terms are generally less than one year after invoicing. The Company has elected the practical expedient to not adjust the amount of consideration for the effects of a significant financing component for all instances in which the period between payment and transfer of the goods will be one year or less. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to shipment), these are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The Company has elected to use the practical expedient to expense cash and non-cash sales incentives as the amortization period for the costs to obtain the contract would have been one year or less.

18


Certain long-term contracts include a series of distinct goods that are delivered continuously to the customer through a pipeline (e.g., feedstocks). For these types of product sales, the Company invoices the customer in an amount that directly corresponds with the value to the customer of the Company’s performance to date. As a result, the Company recognizes revenue based on the amount billable to the customer in accordance with the right to invoice practical expedient.

The transaction price includes estimates for reductions in revenue from customer rebates and rights of return on product sales. These amounts are estimated based upon the most likely amount of consideration to which the customer will be entitled. The Company’s obligation for rights of returns is limited primarily to the Agriculture segment. All estimates are based on historical experience, anticipated performance, and the Company’s best judgment at the time to the extent it is probable that a significant reversal of revenue recognized will not occur. All estimates for variable consideration are reassessed periodically.

For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price. The standalone selling price is the observable price which depicts the price as if sold to a similar customer in similar circumstances.

Patents, Trademarks and Licenses
The Company enters into licensing arrangements in which it licenses certain rights of its patents and technology to customers. Revenue from the majority of the Company’s licenses for patents and technology is derived from sales-based royalties. The Company estimates the amount of sales-based royalties to which it expects to be entitled based on historical sales to the customer. For the remaining revenue from licensing arrangements, payments are typically received from the Company’s licensees based on billing schedules established in each contract. Revenue is recognized by the Company when the performance obligation is satisfied.

Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to unsatisfied or partially unsatisfied performance obligations. At March 31, 2018, the Company had remaining performance obligations related to material rights granted to customers for contract renewal options of $96 million and unfulfilled performance obligations for the licensing of technology of $280 million. The Company expects revenue to be recognized for the remaining performance obligations over the next one to six years.

The remaining performance obligations are for product sales that have expected durations of one year or less, product sales of materials delivered through a pipeline for which the Company has elected the right to invoice practical expedient, or variable consideration attributable to royalties for licenses of patents and technology. The Company has received advance payments from customers related to long-term supply agreements and royalty payments that are deferred and recognized over the life of the contract, with remaining contract terms that range up to 23 years. The Company will have rights to future consideration for revenue recognized when product is delivered to the customer. These payments are included in "Accrued and other current liabilities" and "Other noncurrent obligations" in the consolidated balance sheets.

19


Disaggregation of Revenue
The Company disaggregates its revenue from contracts with customers by segment and business or major product line and geographic region, as the Company believes it best depicts the nature, amount, timing and uncertainty of its revenue and cash flows. See details in the tables below:

Net Trade Revenue by Segment and Business or Major Product Line
Three Months Ended
Mar 31, 2018
In millions
Crop Protection
$
1,495

Seed
2,313

Agriculture
$
3,808

Coatings & Performance Monomers
$
941

Consumer Solutions
1,363

Performance Materials & Coatings
$
2,304

Construction Chemicals
$
182

Industrial Solutions
1,159

Polyurethanes & CAV
2,370

Others
4

Industrial Intermediates & Infrastructure
$
3,715

Hydrocarbons & Energy
$
1,800

Packaging and Specialty Plastics
4,210

Packaging & Specialty Plastics
$
6,010

Advanced Printing
$
122

Interconnect Solutions
281

Display & Other Technologies
60

Photovoltaic & Advanced Materials
289

Semiconductor Technologies
401

Electronics & Imaging
$
1,153

Industrial Biosciences
$
541

Nutrition & Health
1,179

Nutrition & Biosciences
$
1,720

Nylon Enterprise & Polyester
$
668

Performance Resins
351

Performance Solutions
406

Transportation & Advanced Polymers
$
1,425

Aramids
$
393

Construction
385

Tyvek® Enterprise
292

Water Solutions
229

Safety & Construction
$
1,299

Corporate
$
76

Total
$
21,510


Net Trade Revenue by Geographic Region
Three Months Ended
Mar 31, 2018
In millions
U.S. & Canada
$
7,909

EMEA 1
6,919

Asia Pacific
4,790

Latin America
1,892

Total
$
21,510

1.
Europe, Middle East and Africa.


20


Contract Balances
The Company receives payments from customers based upon contractual billing schedules. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Contract liabilities include payments received in advance of performance under the contract, and are realized when the associated revenue is recognized under the contract. "Contract liabilities - current" primarily reflects deferred revenue from prepayments in the Agriculture segment for contracts with customers where the Company receives advance payments for product to be delivered in future periods. "Contract liabilities - noncurrent" includes advance payment for product that the Company has received from customers related to long-term supply agreements and royalty payments that are deferred and recognized over the life of the contract. The Company classifies deferred revenue as current (12 months or less) or noncurrent based on the timing of when the Company expects to recognize revenue.

Revenue recognized in the three months ended March 31, 2018, from amounts included in contract liabilities at the beginning of the period, was approximately $640 million. The decrease in deferred revenue from December 31, 2017 to March 31, 2018 was primarily due to the timing of seed deliveries to customers for the growing season in U.S. & Canada in the Agriculture segment. In the three months ended March 31, 2018, the amount of contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was insignificant. The Company did not recognize any asset impairment charges related to contract assets during the period.

Contract Balances

Mar 31, 2018
Topic 606 Adjustments Jan 1, 2018

Dec 31, 2017
In millions
Accounts and notes receivable - Trade
$
14,378

$
87

$
11,314

Contract assets - current 1
$
76

$
72

$

Contract assets - noncurrent 2
$
43

$
43

$

Contract liabilities - current 3
$
2,037

$
52

$
2,131

Contract liabilities - noncurrent 4
$
1,518

$
117

$
1,413

1.
Included in "Other current assets" in the consolidated balance sheets.
2.
Included in "Deferred charges and other assets" in the consolidated balance sheets.
3.
Included in "Accrued and other current liabilities" in the consolidated balance sheets.
4.
Included in "Other noncurrent obligations" in the consolidated balance sheets.


NOTE 5 - RESTRUCTURING AND ASSET RELATED CHARGES (CREDITS) - NET
DowDuPont Cost Synergy Program
In September and November 2017, DowDuPont approved post-merger restructuring actions under the DowDuPont Cost Synergy Program (the “Synergy Program”), adopted by the DowDuPont Board of Directors. The plan is designed to integrate and optimize the organization following the Merger and in preparation for the Intended Business Separations. Based on all actions approved to date under the Synergy Program, the Company expects to record total pretax restructuring charges of approximately $2 billion, comprised of approximately $845 million to $935 million of severance and related benefit costs; $400 million to $540 million of asset write-downs and write-offs, and $400 million to $450 million of costs associated with exit and disposal activities. The Synergy Program includes certain asset actions that are reflected in the preliminary fair value measurement of DuPont’s assets as of the Merger date. Current estimated total pretax restructuring charges could be impacted by future adjustments to the preliminary fair value of DuPont’s assets.

As a result of these actions, the Company recorded pretax restructuring charges of $874 million in 2017, consisting of severance and related benefit costs of $510 million, asset write-downs and write-offs of $290 million and costs associated with exit and disposal activities of $74 million.

In the first quarter of 2018, the Company recorded pretax restructuring charges of $260 million, consisting of severance and related benefit costs of $172 million, asset write-downs and write-offs of $48 million and costs associated with exit and disposal activities of $40 million. The impact of these charges is shown as "Restructuring and asset related charges (credits) - net" in the consolidated statements of income. The Company expects to record the remaining restructuring charges in 2018 and 2019 and expects the Synergy Program to be substantially completed by the end of 2019.


21


The following table summarizes the activities related to the Synergy Program. At March 31, 2018, $444 million was included in "Accrued and other current liabilities" ($377 million at December 31, 2017) and $158 million was included in "Other noncurrent obligations" ($133 million at December 31, 2017) in the consolidated balance sheets.

Synergy Program

Severance and Related Benefit Costs
Asset Write-downs and Write-offs
Costs Associated with Exit and Disposal Activities
Total
In millions
2017 restructuring charges
$
510

$
290

$
74

$
874

Charges against the reserve

(290
)

(290
)
Non-cash compensation
(7
)


(7
)
Cash payments
(64
)

(3
)
(67
)
Reserve balance at Dec 31, 2017
$
439

$

$
71

$
510

Adjustments to the reserve 1
172

48

40

260

Charges against the reserve

(48
)

(48
)
Cash payments
(104
)

(17
)
(121
)
Net translation adjustment
1



1

Reserve balance at Mar 31, 2018
$
508

$

$
94

$
602

1.
Included in "Restructuring and asset related charges (credits) - net" in the consolidated statements of income. The adjustment to severance and related benefit costs was related to Corporate. The adjustments to costs associated with exit and disposal activities were related to Agriculture (charge of $14 million), Industrial Intermediates & Infrastructure (charge of $11 million), Packaging & Specialty Plastics (charge of $3 million), Transportation & Advanced Polymers (benefit of $1 million), Safety & Construction (charge of $7 million) and Corporate (charge of $6 million).

The Company recorded restructuring charges for asset write-downs and write-offs in the first quarter of 2018 of $48 million, related to Agriculture ($44 million), Electronics & Imaging ($1 million) and Corporate ($3 million).

The Company expects to incur additional costs in the future related to its restructuring activities. Future costs are expected to include demolition costs related to closed facilities and restructuring plan implementation costs; these costs will be recognized as incurred. The Company also expects to incur additional employee-related costs, including involuntary termination benefits, related to its other optimization activities. These costs cannot be reasonably estimated at this time.

Restructuring Plans Initiated Prior to Merger
Dow 2016 Restructuring Plan
On June 27, 2016, Dow's Board of Directors approved a restructuring plan that incorporated actions related to the ownership restructure of Dow Silicones. These actions, aligned with Dow's value growth and synergy targets, will result in a global workforce reduction of approximately 2,500 positions, with most of these positions resulting from synergies related to the ownership restructure of Dow Silicones. These actions are expected to be substantially completed by June 30, 2018.

As a result of these actions, Dow recorded pretax restructuring charges of $449 million in the second quarter of 2016, consisting of severance and related benefit costs of $268 million, asset write-downs and write-offs of $153 million and costs associated with exit and disposal activities of $28 million. The following table summarizes the activities related to Dow's 2016 restructuring reserve, which was primarily included in "Accrued and other current liabilities" in the consolidated balance sheets at March 31, 2018 and December 31, 2017.

2016 Restructuring
Severance and Related Benefit Costs
Costs Associated with Exit and Disposal Activities
Total
In millions
Reserve balance at Dec 31, 2017
$
51

$
17

$
68

Adjustments to the reserve 1

(1
)
(1
)
Cash payments
(14
)
(2
)
(16
)
Reserve balance at Mar 31, 2018
$
37

$
14

$
51

1.
Included in "Restructuring and asset related charges (credits) - net" in the consolidated statements of income and related to Performance Materials & Coatings.



22


NOTE 6 - SUPPLEMENTARY INFORMATION
The Company uses "Sundry income (expense) – net" to record a variety of income and expense items such as foreign currency exchange gains and losses, interest income, dividends from investments, gains and losses on sales of investments and assets, non-operating pension and other postretirement benefit plan credits or costs, and certain litigation matters. For the three months ended March 31, 2018, "Sundry income (expense) - net" was income of $115 million and expense of $444 million for the three months ended March 31, 2017.

The following table provides the most significant transactions recorded in "Sundry income (expense) - net" for the three months ended March 31, 2018 and 2017:

Sundry Income (Expense) - Net
Three Months Ended
In millions
Mar 31, 2018
Mar 31, 2017
Non-operating pension and other postretirement benefit plan net credit 1
$
110

$
1

Interest income
$
55

$
25

Gain on sales of other assets and investments 2
$
34

$
4

Foreign exchange losses 3
$
(148
)
$
(26
)
Loss related to Dow's Bayer CropScience arbitration matter 4
$

$
(469
)
1.
Presented in accordance with newly implemented ASU 2017-07. See Notes 1 and 2 for additional information.
2.
Includes a $20 million gain in the first quarter of 2018 related to Dow's sale of its equity interest in MEGlobal.
3.
Includes a $50 million foreign exchange loss in the first quarter of 2018, related to adjustments to DuPont's foreign currency exchange contracts as a result of U.S. tax reform.
4.
See Note 13 for additional information.

Cash, Cash Equivalents and Restricted Cash
The Company is required to set aside funds for various activities that arise in the normal course of business including, but not limited to, insurance contracts, legal matters and other agreements. These funds typically have legal restrictions associated with them and are deposited in an escrow account or are held in a separately identifiable account by the Company.

The following table provides a reconciliation of cash, cash equivalents and restricted cash presented in the consolidated balance sheets to the total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows:

Reconciliation of Cash, Cash Equivalents and Restricted Cash
Mar 31, 2018
Mar 31, 2017
In millions
Cash and cash equivalents
$
10,281

$
5,848

Restricted cash and cash equivalents 1
552

146

Total cash, cash equivalents and restricted cash
$
10,833

$
5,994

1. Included in "Other current assets" in the consolidated balance sheets.

DuPont entered into a trust agreement in 2013 (as amended and restated in 2017), establishing and requiring DuPont to fund a trust (the "Trust") for cash obligations under certain non-qualified benefit and deferred compensation plans upon a change in control event as defined in the Trust agreement. Under the Trust agreement, the consummation of the Merger was a change in control event. At March 31, 2018, $534 million of the restricted cash balance is related to the Trust.



23


NOTE 7 - INCOME TAXES
On December 22, 2017, the Tax Cuts and Jobs Act (“The Act”) was enacted. The Act reduces the U.S. federal corporate income tax rate from 35 percent to 21 percent, requires companies to pay a one-time transition tax on earnings of foreign subsidiaries that were previously tax deferred, creates new provisions related to foreign sourced earnings, eliminates the domestic manufacturing deduction and moves towards a territorial system. At March 31, 2018, the Company has not completed its accounting for the tax effects of The Act; however, as described below, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax. In accordance with Staff Accounting Bulletin 118, income tax effects of The Act may be refined upon obtaining, preparing, or analyzing additional information during the measurement period and such changes could be material. During the measurement period, provisional amounts may also be adjusted for the effects, if any, of interpretative guidance issued by U.S. regulatory and standard-setting bodies.

As a result of The Act, the Company remeasured its U.S. federal deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent. However, the Company is still analyzing certain aspects of The Act and refining its calculations. In the first quarter of 2018, the provisional amount recorded related to the remeasurement of the Company's deferred tax balance was a charge of $17 million to “Provision for income taxes on continuing operations," resulting in a net benefit of $2,649 million since the enactment of The Act.

The Act requires a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits (“E&P”), which results in a one-time transition tax. The Company has not yet completed its calculation of the total post-1986 foreign E&P for its foreign subsidiaries as E&P will not be finalized until the Federal income tax return is filed. The Company has not recorded a change to the $1,580 million provisional charge recorded in the fourth quarter of 2017 with respect to the one-time transition tax.

In the first quarter of 2018, the Company recorded an indirect impact of The Act related to prepaid tax on the intercompany sale of inventory. The amount recorded related to the inventory was a $54 million charge to "Provision for income taxes on continuing operations."

For tax years beginning after December 31, 2017, The Act introduced new provisions for U.S. taxation of certain global intangible low-taxed income (“GILTI”). The Company is evaluating the policy election on whether the additional liability will be recorded in the period in which it is incurred or recognized for the basis differences that would be expected to reverse in future years.

Each year the Company files hundreds of tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the tax authorities. Positions challenged by the tax authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company’s financial statements in accordance with accounting for income taxes and accounting for uncertainty in income taxes. The ultimate resolution of such uncertainties is not expected to have a material impact on the Company's results of operations.



24


NOTE 8 - EARNINGS PER SHARE CALCULATIONS
The following tables provide earnings per share calculations for the three months ended March 31, 2018 and 2017:

Net Income for Earnings Per Share Calculations - Basic

Three Months Ended

In millions
Mar 31, 2018
Mar 31, 2017 1
Income from continuing operations, net of tax
$
1,153

$
915

Net income attributable to noncontrolling interests
(44
)
(27
)
Net income attributable to participating securities 2
(6
)
(4
)
Income from continuing operations attributable to common stockholders
$
1,103

$
884

Loss from discontinued operations, net of tax
(5
)

Net income attributable to common stockholders
$
1,098

$
884


Earnings Per Share Calculations - Basic
Three Months Ended
Mar 31, 2018
Mar 31, 2017
Dollars per share
Income from continuing operations attributable to common stockholders
$
0.47

$
0.74

Loss from discontinued operations, net of tax


Net income attributable to common stockholders
$
0.47

$
0.74


Net Income for Earnings Per Share Calculations - Diluted
Three Months Ended
Mar 31, 2018
Mar 31, 2017 1
In millions
Income from continuing operations, net of tax
$
1,153

$
915

Net income attributable to noncontrolling interests
(44
)
(27
)
Net income attributable to participating securities 2
(6
)
(4
)
Income from continuing operations attributable to common stockholders
$
1,103

$
884

Loss from discontinued operations, net of tax
(5
)

Net income attributable to common stockholders
$
1,098

$
884


Earnings Per Share Calculations - Diluted
Three Months Ended
Mar 31, 2018
Mar 31, 2017
Dollars per share
Income from continuing operations attributable to common stockholders
$
0.47

$
0.72

Loss from discontinued operations, net of tax


Net income attributable to common stockholders
$
0.47

$
0.72


Share Count Information
Three Months Ended
Mar 31, 2018
Mar 31, 2017
Shares in millions
Weighted-average common shares - basic
2,317.0

1,202.5

Plus dilutive effect of equity compensation plans
17.3

19.6

Weighted-average common shares - diluted
2,334.3

1,222.1

Stock options and restricted stock units excluded from EPS calculations 3
5.3

1.1

1.
Prior period amounts have been updated to conform with the current year presentation.
2.
Dow restricted stock units (formerly termed deferred stock) are considered participating securities due to Dow's practice of paying dividend equivalents on unvested shares.
3.
These outstanding options to purchase shares of common stock and restricted stock units were excluded from the calculation of diluted earnings per share because the effect of including them would have been antidilutive.



25


NOTE 9 - INVENTORIES
The following table provides a breakdown of inventories:

Inventories
Mar 31, 2018
Dec 31, 2017
In millions
Finished goods
$
10,726

$
9,701

Work in process
3,874

4,512

Raw materials
1,390

1,267

Supplies
1,237

1,296

Total
$
17,227

$
16,776

Adjustment of inventories to a LIFO basis
230

216

Total inventories 1
$
17,457

$
16,992

1.
In the first quarter of 2018, the Company adopted Topic 606, which resulted in a cumulative effect change to the Company's January 1, 2018 inventory balance. See Note 1 for additional information.


NOTE 10 - GOODWILL AND OTHER INTANGIBLE ASSETS
The following table reflects the carrying amounts of goodwill by reportable segment: 

Goodwill
Agri-culture
Perf. Materials & Coatings
Ind. Interm. & Infrast.
Pack. & Spec. Plastics
Elect. & Imaging
Nutrition & Biosciences
Transp. & Adv. Polymers
Safety & Const.
Total
In millions
Net goodwill at Dec 31, 2017
$
14,873

$
3,669

$
1,101

$
5,044

$
8,175

$
13,200

$
6,870

$
6,595

$
59,527

Measurement period adjustments - Merger 1
111



17

11

52

58

33

282

Measurement period adjustments - H&N Business 1





6



6

Other

20




(20
)



Foreign currency impact
85

67

4

30

50

270

81

91

678

Net goodwill at Mar 31, 2018
$
15,069

$
3,756

$
1,105

$
5,091

$
8,236

$
13,508

$
7,009

$
6,719

$
60,493

1.
Final determination of the goodwill value assignment may result in adjustments to the preliminary value recorded.


26


Other Intangible Assets
The following table provides information regarding the Company's other intangible assets:

Other Intangible Assets
Mar 31, 2018
Dec 31, 2017
In millions
Gross
Carrying
Amount
Accum Amort
Net
Gross Carrying Amount
Accum Amort
Net
Intangible assets with finite lives:
 
 
 
 
 
 
Developed technology
$
7,737

$
(2,006
)
$
5,731

$
7,627

$
(1,834
)
$
5,793

  Software
1,468

(815
)
653

1,420

(780
)
640

  Trademarks/tradenames
1,804

(629
)
1,175

1,814

(596
)
1,218

  Customer-related
14,669

(2,353
)
12,316

14,537

(2,151
)
12,386

  Microbial cell factories 
407

(7
)
400

397

(6
)
391

  Favorable supply contracts 
475

(40
)
435

495

(17
)
478

  Other 1
630

(174
)
456

703

(166
)
537

Total other intangible assets with finite lives
$
27,190

$
(6,024
)
$
21,166

$
26,993

$
(5,550
)
$
21,443

Intangible assets with indefinite lives:
 
 
 
 
 
 
  In-process research and development
710


710

710


710

Germplasm 2
6,265


6,265

6,265


6,265

  Trademarks/tradenames
4,825


4,825

4,856


4,856

Total other intangible assets
$
38,990

$
(6,024
)
$
32,966

$
38,824

$
(5,550
)
$
33,274

1.
Primarily consists of sales and grower networks, marketing and manufacturing alliances and noncompetition agreements.
2.
Germplasm is the pool of genetic source material and body of knowledge gained from the development and delivery stage of plant breeding. The Company recognized germplasm as an intangible asset upon the Merger. This intangible asset is expected to contribute to cash flows beyond the foreseeable future and there are no legal, regulatory, contractual or other factors which limit its useful life.

The following table provides information regarding amortization expense related to other intangible assets:

Amortization Expense
Three Months Ended
In millions
Mar 31, 2018
Mar 31, 2017
Other intangible assets, excluding software
$
474

$
155

Software, included in "Cost of sales"
$
23

$
20


Total estimated amortization expense for 2018 and the five succeeding fiscal years is as follows:

Estimated Amortization Expense
 
In millions
 
2018
$
1,988

2019
$
1,929

2020
$
1,881

2021
$
1,832

2022
$
1,752

2023
$
1,712




27


NOTE 11 - TRANSFERS OF FINANCIAL ASSETS
Dow has historically sold trade accounts receivable of select North American entities and qualifying trade accounts receivable of select European entities on a revolving basis to certain multi-seller commercial paper conduit entities ("conduits"). The proceeds received are comprised of cash and interests in specified assets of the conduits (the receivables sold by Dow) that entitle Dow to the residual cash flows of such specified assets in the conduits after the commercial paper has been repaid. Neither the conduits nor the investors in those entities have recourse to other assets of Dow in the event of nonpayment by the debtors.

In the fourth quarter of 2017, Dow suspended further sales of trade accounts receivable through these facilities and began reducing outstanding balances under these facilities through collections of trade accounts receivable previously sold to such conduits. Dow has the ability to resume such sales to the conduits, subject to certain prior notice requirements, at the discretion of Dow.

The following table summarizes the carrying value of interests held, which represents Dow's maximum exposure to loss related to the receivables sold, and the percentage of anticipated credit losses related to the trade accounts receivable sold. Also provided is the sensitivity of the fair value of the interests held to hypothetical adverse changes in the anticipated credit losses; amounts shown below are the corresponding hypothetical decreases in the carrying value of interests.

Interests Held
Mar 31, 2018
Dec 31, 2017
In millions
Carrying value of interests held
$
234

$
677

Percentage of anticipated credit losses
5.98
%
2.64
%
Impact to carrying value - 10% adverse change
$

$

Impact to carrying value - 20% adverse change
$

$
1


Credit losses, net of any recoveries, on receivables sold were insignificant for the three months ended March 31, 2018 and 2017.

Following is an analysis of certain cash flows between Dow and the conduits:

 
Cash Proceeds
Three Months Ended
 
In millions
Mar 31, 2018
Mar 31, 2017
 
 
Collections reinvested in revolving receivables
$

$
5,681

 
Interests in conduits 1
$
445

$
551

1.
Presented in "Investing Activities" in the consolidated statements of cash flows in accordance with ASU 2016-15. See Notes 1 and 2 for additional information. In connection with the review and implementation of ASU 2016-15, the Company also changed the prior year value of “Interests in conduits” due to additional interpretive guidance of the required method for calculating the cash received from beneficial interests in the conduits.

Following is additional information related to the sale of receivables under these facilities:

Trade Accounts Receivable Sold
Mar 31, 2018
Dec 31, 2017
In millions
Delinquencies on sold receivables still outstanding
$
42